Spider Man and Venom: Uneasy Alliance
by gorutovssageta
Summary: Spider-Man and Venom are captured by the infamous Life Foundation and forced to make a uneasy alliance in order to survive. But will they be able to face the 5 new symbiotes and clones of Spider-Man running around Queens? Classic Spider-Man and Venom.
1. Spiderman vs Venom

This is my 15th Fanfiction, so get ready for a showdown! Me, gorutovssageta, presents Spider-Man/Venom: Uneasy Alliance!

It was a seemingly ordinary day in Queens, NY. As Eddie Brock stepped out the front of his house, he looked around cautiously to see if he was being watched. When he seen he wasn't he stepped out and took in the fresh air, hoping a long walk would clear his head of all of the foolishness that had entered his life over the last year since he obtained the symbiote. Even the symbiote seemed to be happy as Eddie took a walk around Central Park, enjoying the fresh air and exercise. With no time to react, a large helicopter flew down at the park as soldiers began to surround the park, Eddie looking around in fear. As the soldiers surrounded him, a large man wearing a striped green shirt stepped out of one of the helicopters with a woman wearing all silver followed him.

"Eddie Brock, I have been given orders to capture you," the woman in silver said, walking over to him as soldiers dragged him to the ground and placed handcuffs on his wrists.

"Who are you people?" Eddie asked in a shrill voice, looking at them in fear. "Why are you bothering us?"

"I am Silver Sable and this is my Wild Pack," the woman said, holding a pistol to his head. "Sandman, bring him to the helicopter."

"You got it boss lady," Sandman said as he went to pick up Eddie, but Eddie began to tremble as black ooze began to cover his body.

"We just want to be left alone!" Eddie screamed as his voice got deeper and the ooze covered his entire body. "You treat us like a specimen, but we just want to be left ALONE!"

Eddie broke from the cuffs as he increased in size and a large spider symbol appeared on his chest. A large jaw came out where Eddie's jaw used to be as a long tongue shot from his mouth as Eddie began to scream.

"I AM VENOM!" Venom screamed as the soldiers tried to shoot him, but he slapped them away as he looked at Silver Sable, who was unimpressed.

"Very scary Mr. Brock, but I'm not a little girl," Silver Sable said as she rolled away and began to shoot at Venom, who absorbed the shots and began to laugh.

"You are all evil!" Venom screamed, making his hand larger and swatting Silver Sable away. "You will hurt innocents if I allow you to live!"

"All right, calm down big guy!" Sandman shouted as he began to wrestle with Venom, who laughed and began to overpower Sandman easily.

"You can not spar with Venom and hope to win!" Venom screamed as he pulled Sandman off him and threw him into a small pond, making Sandman not able to easily reform his body.

"That's always been your problem Venom!" a voice shouted as a mysterious figure hit Venom in the jaw with a kick and then landed behind him, wagging his finger. "You got that huge ego, always saying your name in a fight."

"SPIDER-MAN!" Venom screamed as he lunged at the Spectacular Spider-Man, who easily dodged his attack thanks to his spider sense.

"Yes, that is my name," Spider-Man said as he web swinged around one of Venom's attack and landed another kick to Venom's jaw. "And Spider-Man will not lose to Venom! Do you see how annoying that is?" Venom growled angrily as he tried to grab Spider-Man, who squirmed away and connected a punch to Venom's face, making him back up.

"Annoying insect!" Venom screamed as he looked at Spider-Man with the intent to kill. Silver Sable shook her head as she got up to her feet and was thrilled to see that Spider-Man was there.

"Why are you always interferring with my missions Spider-Man?" Silver Sable shouted as he ran at Venom, shooting her guns as she did.

"Because I have a mega crush on you Silver," Spider-Man joked as he dodged another strike from the angry Venom. "Didn't you get the flowers I left you at your office?"

"You are just not funny Spider-Man," Silver Sable sighed as she reloaded and began to shoot again. "Is the Sound Cannon ready?" One of her soldiers gave her a thumbs up as a man came out holding a giagntic cannon and aimed it at Venom.

"Can you hold Venom there Spider-Man?" Silver asked as Spider-Man swung by her gave her a thumbs up.

"Yeah, I'm sure that now that he knows your about to hit him with his weakness, he's going to sit there and let me hold him there," Spider-Man said sarcastically as he landed on the ground and looked at Venom, who was prepared to not make this easy. Spider-Man sighed as he ran at Venom, who picked him up and began to squeeze his neck, choking him. Spider-Man tryed to get him to loosen his grip, trying to pry his hands off his neck, but Venom wasn't letting up. Spider-Man began to have trouble breathing, as Venom began to laugh, looking at Spider-Man choke.

"You aren't using your colorful banter Spider-Man," Venom said, squeezing Spider-Man's neck harder. "Is it because it's getting hard to breath?"

"You... Are a idiot..." Spiderman choked out before he blacked out and Venom got hit with the Sound Cannon, making the suit crawl off Eddie's body. The Wild Pack quickly contained the suit as more helicopters appeared out of nowhere, landing next to the others on the ground already.

"Silver Sable, interferring again," a man with a black eyepatch said, walking out of one of the helicopters smoking a large cigar. "I'm afraid you have fallen into someone that is in S.H.I.E.L.D. territory, so I'm going to have to ask that you hand over Eddie Brock by the order of the U.S Government."

"Nick Fury, the thorn in my side," Silver said, smiling a bit. "I'm afraid I can't do that since S.H.I.E.L.D. is obviously still active for no reason. This man was sitting in Central Park!"

"He was under close watch!" Nick screamed, looking at Silver with an annoyed look. "He was being watched at all times!"

"Bullshit Fury," Silver said, pointing at her men to subdue Eddie.

"Well, it seems that you can't keep good track of your captures," Nick said with an amused look as Silver turned around and seen that Eddie and the symbiote was gone.

"Son of a..." Silver began as she looked at her men, who shrugged. She then turned to Nick, who was walking back to his helicopter.

"If you need help next time, you can just call Ms. Sable!" Nick said as he walked on the helicopter and gave Silver a small salute. Silver looked back at her men, who were looking at the ground nervously.

"Everyone gets docked pay!" Silver spat as she walked back to her helicopter. "And someone get Sandman out the water!" Spider-Man looked up, finally waking up as Silver flew away, leaving him there unchecked.

"Well, I'm glad I am alive," Spider-Man muttered as he brushed himself off and web swinged away.

As Venom swung away weakly, he fell to the ground as he couldn't keep himself up in his condition. He began to wince in pain as he tried to get up, but couldn't. He looked up as two men grabbed him and threw him into the back of a van. Venom tried to retaliate, but was too weak to even move.

"We got him," one of the men said as they got into the front of the van. "Let's bring him to the Life Foundation."

Venom has been captured and is being brought to a place called the Life Foundation! What will become of him as he is in his weak state? Find out next chapter!


	2. The Life Foundation

Welcome to the newest chapter of Spider-Man/Venom: Uneasy Alliance. I do not Spider-Man.

As Spider-Man web swinged home, he observed the city as he felt the breeze go through his costume as he swung. There was many disadvantages to being Spider-Man, but he loved the web swinging. Even though he was hated, beaten, discriminated, shot at, and broke, the web swinging made it worth the trip that was called Peter Parker's life. As he swung through the dark New York sky, he watched as three men ran out of a closed bank, the alarm going off. Spider-Man swung over, landing in front of the robbers as they looked at him in surprise. One of them pulled out a gun and began shooting, Spider-Man easily dodging the shots, running up a wall and kicking the gun out of the man's hand and catching it by sending a strand of web at it, catching it in the web, and pulling it back.

"You should be careful with this gun buddy," Spider-Man said as he wrapped the gun in a ball of web and tossed it back to the man. "There you go, that will help you be careful. Remember kids, Spider-Man always says, safety first!"

"That was my favorite gun web head," one of the men said angrily.

Another of the men angrily ran up at Spider-Man, swinging at him with his fists frantically as Spider-Man caught the fists in mid-air and without much effort pushed the man back. He then ran in and kicked the man in the chest with a mean kick, making him fall to the ground as the man with the money bag tried to run. Spider-Man used his web to retrieve the bag, pulling it right from the man's hands, and then web zipped quickly to catch up to the man.

"Wow, did you run track in high school?" Spider-Man asked as he swung next to him, grabbed the man, turned him around and punched him in the face quickly, making the man fall to the ground. Spidey then webbed him up to a pole, leaving him there with the bag of money and a note that said "Courtesy of your friendly neighborhood Spider-Man" webbed onto the man's forehead. He then grabbed the other two men and placed them against the pole as well, webbing them up tightly. He brushing his hands as he looked at his handy work and swung away from the scene.

As Spider-Man web swinged through the air, his Spider Sense began to tingle intensly as he swinged near a supposedly empty alleyway. He looked down it cautiously as he seen a bunch of men dragging Venom out of a truck and tossing him into the alleyway, Venom completely unconscious.

"Are you sure we should just leave him here?" one of the men asked as they looked back at Venom, who laid in the alleyway. "This seems really stupid if you ask me."

"That's why no one asked you," another man said with a frown as they packed up, preparing to leave.

"Hey, you guys can't leave your trash here," a voice said as Spider-Man kicked one of the men in the face, the man getting knocked into a wall he was standing near. The men all looked in annoyance as Spider-Man landed in front of them, standing there and shaking his head.

"I'm the official enforcer of this town," Spider-Man joked as he looked over at the unconscious Venom and wagged his finger at the men. "You boys should be ashamed for leaving this big hunk of garbage sitting here. You need to have more respect for your city..." Spider-Man was interrupted as one of the three men attacked, pulling out of the back of a truck a large gun and shooting at Spider-Man, Spider-Man running up a wall to avoid the shots. He then tried to counter with his own attack, but another man pulled on a pair of gloves and grabbed Spider-Man's leg and a surge of electricity went through Spider-Man's entire body. The man then slammed Spider-Man into the ground as Spider-Man lost consciousness, the men smirking as they threw Spider-Man into the back of the truck.

"That was almost too easy," one of the men said with a grin as they prepared to pull away.

"I can't let you do it..." Venom moaned as the men turned around and Venom looked at them with an angry look. "I won't let you kill... MY PREY!" Venom ran at them as one of the men laughed and pulled out something that looked like a miniature version of the Sound Cannon Silver Sable's men used. He then blasted Venom with it, the gun shooting out waves of sound, Venom screaming in agony as the symbiote began to crawl off Eddie.

"Put this asshole in the truck again," one of them men said as they dragged Venom into the truck again and slammed the door closed. Venom looked weakly as he reached for the door to open the truck, but was too weak. He passed out, him and Spider-Man both laying there unconscious.

To be continued...


	3. Team Up

Welcome to the latest chapter of Spider-Man/Venom: Uneasy Alliance! I do not own Spider-Man.

As Spider-Man woke up from his six hour nap, he wasn't in the greatest of moods. After being kidnapped by this mysterious Life Foundation and now being held in who knows where, It couldn't get any worse then it was. Or so the heroic spider thought. As Spidey awoke, he rubbed his head slowly as he tried to recollect everything that occurred in the last moments of consciousness. He sighed loudly as the smell of something rotten wafted into Spidey's nose.

"What is that stench?" Spidey wondered aloud as a guard that was sitting next to his cell chuckled softly.

"That's your dinner web slinger," the guard answered as Spidey sighed once more.

"I'm guessing you guys don't order out huh?" Spider-Man asked as the guard snickered.

"You won't be making jokes after the Doctor is done with you two," the guard replied as Spider-Man pulled himself from the dirty floor, leaning against the wall next to the window.

"Wait, you two?" Spidey asked as the guard nodded and pointed in the corner of the cell, where Venom was laying.

"How did I miss him?" Spider-Man wondered as he looked at the passed out Venom. "I'm surprised my spider sense wasn't doing the hula." He put his head against the wall in agitation as he tried to think of a plan to escape. As he did, moaning was heard from the corner that Venom was laying.

"S-Spider-Man?" Venom stuttered as he looked into the direction of the web slinger. Spider-Man froze, not expecting for the big guy to actually awaken so fast.

"SPIDER-MAN!" Venom screamed as he pulled himself from the ground, running at Spider-Man as Spider-Man jumped against the opposite wall, putting his hands out in protest.

"Hey clam down short bus!" Spider-Man shouted as Venom looked at him with anger. "If you try to kill me in here, we will never be able to escape!" Venom moaned slightly, surprising Spidey as he looked at the mighty giant. Venom fell to the floor, breathing heavily as Venom's face melted down, Eddie Brock now being shown.

"Eddie, what happen to you?" Spider-Man asked with concern as Eddie coughed.

"We were drained of most of our strength the first time we were kidnapped," Eddie answered as blood dripped from his mouth. "They are trying to create more symbiotes, like Carnage! We cannot allow another Carnage to roam the world hurting innocents!"

"Then there is only one thing we can do Eddie..." Spider-Man replied as Eddie looked up at him with anger.

"No! We refuse to team up with the likes of you again!" Eddie spat as more blood rushed from his mouth. "We... cannot..."

"Eddie, you are going to not make it if we don't get those symbiotes back!" Spider-Man screamed with exasperation. "Stop being a fool and be reasonable! We need to put a stop to this once and for all!" Eddie remained silent as he looked down at the ground, his face softening up as he looked back up at Spider-Man. His suit returned back to normal as Venom stood up and gave a battle cry.

"I am VENOM!" Venom screamed as he ripped the bars from the cell, the guard getting up quickly.

"Sorry Charlie, but I'm going to have to file a complaint on the treatment of your prisoners!" Spidey said as he kicked the man in the chin, sending the man flying back. He then sent a strand of web at the man's foot as he went flying back and pulled him towards himself. Spidey stepped away promptly as the man hit the wall next to Spidey with a loud thud.

"Should have ordered me a pizza," Spider-Man mumbled as he webbed up the man and turned to Venom. "Now what partner?"

"Now you never call us that again," Venom replied as he threw the bars down to the ground. "Now hurry Spider-Man. The longer we are here, the longer innocents might be in danger..."

"You are a class act..." Spider-Man answered as he followed Venom down the hallway, a door at the end of it. "So what is going to be waiting for us when we get in here?"

"We have never entered this area," Venom replied as he smashed the door open. "It piqued our curiosity..." As Venom smashed open the door, a hand full of guards arrived at the door, Spider-Man and Venom both snickering. They began to beat through the guards easily, Venom tossing them aside like trash. Spider-Man punched through them easily, as Venom slammed both of his hands to the ground, causing an earthquake that sent all of the guards to the feet.

"So, this is the combined might of Spider-Man and the Venom symbiote..." a voice said as Venom and Spider-Man looked around the room. "I expected as much from the Amazing Spider-Man and Venom. Just the reason why I am borrowing both of your abilities..."

"What the hell is your game?" Spider-Man asked as the voice chuckled softly.

"I am using your blood to create Spider-Man clones, which will easily be able to combine with the symbiote army I have created from Venom's suit," the voice answered. "I have done so much research on the both of you. It was fate that dropped you into my hands Spider-Man. I knew you would be much more difficult to capture due to your abilities, but I never expected for you to come right to us. You were the icing on the cake..."

"You will pay for messing with us!" Venom hissed as he looked around the room. "We will crush you like the insignificant bug that you truly are!"

"Hmm, I think I will give you a taste of my new army," the voice said as a door slid open across from where Spider-Man and Venom were standing. "Meet the female product of Spider-Man's blood and Venom's symbiote." As he said this, a symbiote shaped in a women's form stepped out of the room, the hair on the symbiote moving as if it was alive.

"It is one of our children," Venom confirmed as Spider-Man took a deep breath.

"Great, here we go..." he muttered as the symbiote walked out of the room...

Next chapter will be out soon!


	4. Battle! Scream is Up!

Welcome to the newest chapter of Spider-Man/Venom: Uneasy Alliance! I do not own Spider-Man. I only own the characters I created and the modifications to the story.

As the door on the opposite side of where Spider-Man and Venom were standing opened, the female version of the symbiote walked into the room, the symbiote on her body moving as if it were alive.

"Hmm, seems we got some good genes there Venom," Spidey joked as he watched the girl symbiotes thighs go up and down as she walked closer. "I'm glad Mary Jane can't see what I'm doing right now..." Venom shook his head in annoyance as he turned back to the symbiote girl, who had stopped in front of Venom.

"So you were the original host..." the symbiote girl stated as she looked Venom up and down. "Hmm, it seems as you have been weakened significantly from the extraction. Good, I'll absorb you into my own being to increase my strength!"

"Wow, you don't say "we" every time you speak?" Spider-Man asked as he stood side by side with Venom. "Must have been that upgrade the suit got with my blood in it..."

"Enough jokes scum," Venom growled as he stood his ground before the clearly stronger symbiote. "We have no time to play around with this one. We must absorb this symbiote back into our system to return a part of our strength." Spidey nodded in agreement as he and Venom prepared to attack. The symbiote girl chuckled as she lunged at Venom, Venom slapping her away as she flew against a wall, surprised by the counterattack. She pulled herself from the wall as she lunged at Venom once more, Spider-Man jumping in and giving her a swift kick to the jaw, Venom using his body to shoot web and catch her within the air before she could go flying back from Spider-Man's attack. He pulled the web, making the symbiote girl fly towards him and them slammed her into the ground behind him, the web snapping after the impact. Venom sneered as he walked behind the symbiote girl and picked her up by the forehead.

"Prepare to return to us," Venom muttered as the symbiote girl started to chuckle.

"You have no chance fool," she said as she transformed her hand into a sharp sword like object and jammed it into Venom's chest. Venom gasped in pain as he was the elbowed in the face, and slammed into the ground by the girl symbiote.

"You should totally lay off on the Wheaties girlie!" Spider-Man shouted as he shot a strand of web at the girl symbiotes feet and pulled her to the ground.

"Your droll jokes are pathetic Spider-Man!" the symbiote girl screamed as she transformed her arm into a gigantic hammer and slammed it into Spidey's chest. Spider-Man coughed in pain as he was knocked to the ground by the attack.

"So what is your deal lady?" Spider-Man asked as he rubbed his bruised ribs. "Why are you working for this guy? You can do so much better with your abilities..."

"Your so predictable Spider-Man," the girl symbiote said as she chuckled softly. "You would try to con me into becoming like you? I might share your blood, but I am not you at all. I am Scream, one of the newest and greatest symbiotes. Prepare to die Spider-Fool."

"Wow, you even got the bad guy lingo down," Spider-Man muttered as he pulled himself from the ground. "Alright, so you are a helpless cause then. I would figure that you would be more smarter then this with my blood in your body. So what will you do now Scream?"

"Kill you and absorb him!" Scream shouted as she opened her mouth and let out a gigantic scream, the sound waves covering Spider-Man as he covered his ears in pain.

"Wow, quite the singing voice you got there," Spider-Man moaned as he took a deep breath. As Scream prepared to attack once again, Venom jumped from behind and pulled Scream into a choke hold.

"We could never lose to such a foolish woman!" Venom retorted as Scream struggled to get free from Venom's grip. Spider-Man rushed over and kicked Scream in the chest, Scream gasping out as she fell to her knees, Venom letting her fall to the ground. Venom reached out and began to absorb Scream's suit into his body, the suit slowly disappearing. As the suit disappeared, a beautiful young woman sat there, her body completely naked.

"Um, is that one of the clones?" Spider-Man asked as he looked away slowly. "She looks a lot like me..."

"Part of our strength has returned to us..." Venom said as he held his arms out. "This is more then enough to kill the rest of these scum by ourselves. You are no longer necessary to us Spider-Man. We shall kill this girl and then we will give you mercy and allow you to leave with your life... this time."

"Yeah, can't let you do that last part Venom," Spider-Man replied as he pointed to the naked girl. "She needs help, not to be executed. I won't allow you to do that!"

"You can't stop us Spider-Man!" Venom roared as he picked up the girl with one hand. "Now back off before we take back our kindness and crush you like the bug you are!"

"I won't let you get away with that Venom..." Spider-Man said as he got into a fighting position.

To be continued...


End file.
